SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JUNE 20, 2003
GRUBB & ELLIS COMPANY
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-8122 94-1424307
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(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
FORMATION)
2215 SANDERS ROAD, SUITE 400, NORTHBROOK, ILLINOIS 60062
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (847) 753-7500
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NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Item 5. OTHER EVENTS AND REGULATION DISCLOSURE
As previously disclosed by the Company in its Form 8-K dated
May 30, 2003, Kojaian Capital, L.L.C. (the "New Lender"), an affiliated entity
of C. Michael Kojaian, the Company's controlling stockholder and Chairman of the
Board, acquired the Company's amended and restated term loan and credit facility
dated as of December 31, 2000 (the "Credit Facility") from the existing lender
group on June 6, 2003. The Company also received an extension of a waiver
relating to defaults that existed in regards to certain financial covenants
required by the Credit Facility from the New Lender. This waiver expires on June
30, 2003.
On June 20, 2003, the Company and the New Lender entered into
the sixth amendment to the Credit Facility ( the "Sixth Amendment") which, among
other things, defers further amortization of the principal obligations due under
the Credit Facility until September 30, 2004, and eliminates certain minimum
EBITDA and fixed charge ratio covenant requirements through June 30, 2004. As a
result of the Sixth Amendment, the Company was no longer in default under the
Credit Facility relating to the achievement of these financial covenants or
otherwise.
The foregoing is only intended to be a summary of the Sixth
Amendment and not a complete discussion of the provisions contained within the
Sixth Amendment. The full text of the Sixth Amendment is attached as an Exhibit
to this Current Report on Form 8-K.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
The following is filed as an Exhibit to this Current Report
on Form 8-K:
1. Sixth Amendment dated as of June 20, 2003 to the Amended
and Restated Credit Agreement among the Registrant and
Kojaian Capital, L.L.C., dated as of December 31, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly authorized and caused the undersigned to sign this
Report on the Registrant's behalf.
GRUBB & ELLIS COMPANY
By: /s/ BRIAN D. PARKER
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Brian D. Parker
Chief Financial Officer
Dated: June 23, 2003
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